CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF VEEVA SYSTEMS INC. Effective as of March 11, 2015 ARTICLE I PURPOSE

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1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF VEEVA SYSTEMS INC. Effective as of March 11, 2015 ARTICLE I PURPOSE The purpose of the Audit Committee of the Board of Directors of Veeva Systems Inc. (the Company ) shall be to (a) assist the Board of Directors of the Company (the Board ) in its oversight of (i) the quality and integrity of the financial statements of the Company, (ii) the Company s compliance with legal and regulatory requirements, (iii) the accounting and financial management processes of the Company, and the effectiveness of the Company s internal controls over financial reporting, (iv) the quality and integrity of the annual audit of the Company s financial statements, including the independence and qualifications of the Company s independent auditor, and (v) the performance of the Company s internal audit function, and (b) prepare the committee report as required by the rules of the Securities and Exchange Commission (the Commission ) to be included in the Company s proxy statement. ARTICLE II MEMBERSHIP The Committee will consist of three or more members of the Board, with the exact number determined by the Board. All members of the Committee will be appointed by, and will serve at the discretion of, the Board. All members of the Committee will be independent directors for audit committee purposes under the applicable rules, regulations and listing requirements of the New York Stock Exchange (the NYSE ), as amended from time to time (the Exchange Rules ), except as may otherwise be permitted by such Exchange Rules, including the more rigorous independence requirement for members of the audit committee. All members of the Committee will have sufficient accounting or financial experience and ability to enable them to discharge their responsibilities, at least one member will meet the financial sophistication requirement in the Exchange Rules, and at least one member will be an audit committee financial expert within the meaning of the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended (the Commission Rules ). A person who satisfies the definition of audit committee financial expert will also be presumed to have the financial sophistication required in the Exchange Rules. ARTICLE III RESPONSIBILITIES AND DUTIES The principal responsibilities and duties of the Committee in serving the purposes outlined in Article I of this charter are set forth below. These duties are set forth as a guide with the understanding that the Committee will carry them out in a manner that is appropriate given the Company s needs and circumstances. The Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities. 1

2 A. Independent Auditor 1. Appointment and Oversight of Independent Auditor. The Committee appoints the independent auditor to examine the Company s accounts, controls and financial statements. The Committee has sole responsibility for the appointment, compensation, retention, oversight and, if necessary, termination of any registered public accounting firm engaged (including resolution of disagreements between the Company s management and the firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and the independent auditor and each such registered public accounting firm will report directly to the Committee. 2. Auditor Independence and Qualifications (a) The Committee is responsible for assessing the independent auditor s qualifications, performance and independence annually, and for taking, or recommending that the full board take, appropriate action to oversee the independence of the independent auditor. In connection therewith, the Committee will make sure it reviews, on an annual basis, all relationships between the independent auditor and the Company, including those described in the formal written statement that the Committee obtains annually from the independent auditor under applicable requirements of the Public Company Accounting Oversight Board (the PCAOB ) related to the independent auditor s communications with the Committee concerning independence, and actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor. (b) The Committee will obtain and review, at least annually, a report from the independent auditor describing: (i) the firm s internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, peer review or PCAOB review of the firm, or by any governmental or professional authority in any inquiry or investigation, within the preceding five years, regarding any independent audit carried out by the independent auditor, and any steps taken to address any such issues. (c) The Committee is responsible for reviewing and evaluating the lead audit partner of the independent auditor and overseeing the rotation of the lead audit partner as required by applicable law and the Commission Rules. In making its evaluation, the Committee should take into account the opinions of management, the Company s internal auditors and the independent auditor. (d) The Committee will set policies for the Company s hiring of employees or former employees of the independent auditor. 2

3 3. Approval of Audit and Non-Audit Services (a) planning, scope and staffing. The Committee will review the independent auditor s audit (b) The Committee must pre-approve all audit and non-audit related services provided to the Company by the independent auditor. The Committee may establish pre-approval policies and procedures, as permitted by the Exchange Rules, Commission Rules and applicable law, for the engagement of the independent auditor to render services to the Company, including without limitation policies that would allow the delegation of pre-approval authority to one or more members of the Committee, provided that any pre-approval decision is reported to the Committee at its next scheduled meeting. 4. Interaction with Independent Auditor (a) The Committee will, to the extent warranted, discuss with the independent auditor the above referenced reports and any other matters required to be reviewed under applicable legal, regulatory or NYSE requirements. (b) The Committee will periodically consult with the independent auditor, out of the presence of the Company s management, about the Company s internal controls, the fullness and accuracy of the Company s financial statements, the responsibilities, budget and staffing of the Company s finance function, and any other matters that the Committee or independent auditor believes should be discussed privately with the Committee. B. Financial Statements and Disclosures 1. Annual Financial Statements and Disclosures (a) The Committee will meet to review and discuss with the independent auditor and the Company s management the Company s annual audited financial statements and report on Form 10-K, including the Company s specific disclosures under Management s Discussion and Analysis of Financial Condition and Results of Operations. (b) The Committee will discuss with the independent auditor and the Company s management any items appropriate or required to be discussed in accordance with applicable auditing and PCAOB standards in connection with the preparation of the Company s annual financial statements, including any problems or difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information, and any significant disagreements with management and management s response to such difficulties. (c) The Committee will be responsible for recommending to the Board whether the annual audited financial statements should be included in the Company s annual report on Form 10-K. 3

4 (d) The Committee will prepare a report to the Company s stockholders for inclusion in the Company s proxy statement as required by the Commission Rules. 2. Quarterly Financial Statements and Disclosures (a) The Committee will meet to review and discuss with the independent auditor and the Company s management the Company s quarterly financial statements and report on Form 10-Q, including the Company s specific disclosures under Management s Discussion and Analysis of Financial Condition and Results of Operations. (b) The Committee will discuss with the independent auditor and the Company s management any items appropriate or required to be discussed in accordance with applicable auditing and PCAOB standards in connection with the preparation of the Company s quarterly financial statements. 3. Earnings Announcements and Guidance. The Committee will discuss generally with the Company s management and the independent auditor, as appropriate, the type of information to be disclosed and type of presentation to be made regarding the Company s earnings press releases (including use of pro forma or adjusted non-gaap information), as well as financial information and earnings guidance provided to the public, analysts, and rating agencies. 4. Ongoing Reviews. In connection with the foregoing, the Committee will review the Company s financial reporting and accounting standards and principles and financial statement presentations, significant changes in the selection of such standards or principles or in their application and the key accounting decisions affecting the Company s financial statements, including alternatives to, and the rationale for, the decisions made. As part of this review, the Committee will discuss with the Company s management and the independent auditor the reasonableness of judgments and estimates used in the preparation of financial statements, and alternative accounting treatments, principles or practices that were considered or may be preferred by the independent auditor, the Committee or the Company s management. C. Controls and Procedures 1. Review of Processes, Systems, Controls and Procedures. The Committee will periodically review and meet separately with the independent auditor, internal auditor (or other personnel primarily responsible for the performance of the internal audit function), and the Company s management to discuss their periodic reviews of the integrity, adequacy and effectiveness of the Company s accounting and financial reporting processes, systems of internal control (including any significant deficiencies and material weaknesses in their design or operation), and disclosure controls and procedures (and management s reports thereon), as well as any special audit steps adopted in light of material control deficiencies. 2. Internal Audit. (a) The Committee will assist the Board in its oversight of the performance and effectiveness of the internal audit function. 4

5 (b) The Committee will review the appointment and replacement of the senior internal auditing executive. (c) The Committee will review with the independent auditor the Company s management s plan with respect to responsibilities, budget, and staffing of the internal audit function and any recommended changes in the planned scope of the internal audit function. (d) The Committee will review and discuss with the internal auditor the results of the internal audit, significant issues in internal audit reports, and responses by management. 3. Legal Matters (a) The Committee will periodically review with the Company s management and the Company s General Counsel, the nature and status of significant legal matters. (b) The Committee will review and monitor any significant pending or threatened litigation that could have a material impact on the Company s financial statements. 4. Risk Assessment and Risk Management. The Committee is responsible for overseeing the management of risks associated with the Company s financial reporting, accounting and auditing matters, reviewing as required the Company s processes around the management and monitoring of such risks. The Committee will discuss with the Company s management the Company s major financial, accounting and reporting risk exposures and the steps management has taken to monitor and control such exposures, including the Company s risk assessment and risk management policies and guidelines. 5. Whistleblower Procedures. The Committee is responsible for establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, the prompt internal reporting of violations of the Code of Business Conduct and Ethics and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. D. Other Duties and Responsibilities 1. Code of Business Conduct and Ethics. Periodically review and recommend to the Board any changes to the Code of Business Conduct and Ethics applicable to the Company, including all of its directors, officers and employees. Consider waivers of the Code of Business Conduct and Ethics requested for executive officers and directors and retain sole authority to grant any waivers for executive officers and directors (other than where the potential waiver involves a member of the Committee, in which event such waiver shall be subject to the review of the Board). The Committee will also periodically review and recommend to the Board any changes to the Company s Insider Trading and Anti-Corruption and Bribery Policy, which are referenced in the Company s Code of Business Conduct and Ethics. 5

6 2. Related Party Transactions. The Committee will review and, where appropriate, approve any transaction between the Company and any related party (other than transactions that are subject to review by the Board as a whole or any other committee of the Board), as defined by applicable law, the Commission Rules and the Exchange Rules, and will periodically review the business interests and activities of members of the Board and management. 3. Review of Composition and Performance. The Committee will evaluate the Committee s composition and performance on an annual basis and submit a report to the Board. 4. Review of this Charter. The Committee will review and reassess the adequacy of this charter annually and recommend to the Board any changes the Committee determines are appropriate. 5. Other Actions. The Committee will perform any other activities required by applicable law, rules or regulations, including the Commission Rules and the Exchange Rules, and take such other actions and perform and carry out any other responsibilities and duties delegated to it by the Board or as the Committee deems necessary or appropriate consistent with its purpose. ARTICLE IV STUDIES AND ADVISERS In discharging its responsibilities, the Committee may conduct, direct, supervise or authorize studies of, or investigations into, any matter that the Committee deems appropriate, with full and unrestricted access to all books, records, documents, facilities and personnel of the Company. The Committee has the sole authority to retain and terminate independent legal counsel and other consultants, accountants, experts and advisers of its choice to assist the Committee in connection with its functions, including any studies or investigations. The Committee will have the sole authority to approve the fees and other retention terms of such advisers. The Company will also provide for appropriate funding, as determined by the Committee, for: payment of compensation to the independent auditor and any legal and other consultants, accountants, experts and advisers retained by the Committee; and ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions. ARTICLE V MEETINGS AND ACTIONS Meetings of the Committee shall be held at least once each quarter or more frequently, as determined to be appropriate by the Committee. The Board may appoint a member of the Committee to serve as the chairperson of the Committee (the Chair ); if the Board does not appoint a Chair, the Committee members may designate a Chair by their majority vote. The Chair, in consultation with the other members of the Committee, will set the dates, time, places 6

7 and agenda for Committee meetings. The Chair or any other member of the Committee may call meetings of the Committee by notice and the Committee may act by unanimous written consent in lieu of a meeting in accordance with the Company s Bylaws. A quorum of the Committee for the transaction of business will be a majority of its members. Meetings may be held in person or via telephone or video conference. The Committee also may act by unanimous written consent in lieu of a meeting in accordance with the Company s Bylaws. Subject to the requirements of this charter, applicable law, the Exchange Rules and the Commission Rules, the Committee and the Chair may invite any director, executive or employee of the Company, internal auditor (or other personnel primarily responsible for the performance of the internal audit function), or such other person, as it deems appropriate in order to carry out its responsibilities, to attend and participate (in a non-voting capacity) in all or a portion of any Committee meeting. The Committee may meet in executive session at its discretion and may exclude from all or a portion of its meetings any person it deems appropriate in order to carry out its responsibilities. The Chair will designate a secretary for each meeting, who need not be a member of the Committee. The Company shall provide the Committee such staff support as it may require. ARTICLE VI MINUTES AND REPORTS The Committee will maintain written minutes of its meetings and copies of its actions by written consent, and will cause such minutes and copies of written consents to be filed with the minutes of the meetings of the Board. The Committee will report regularly to the Board with respect to its activities, including on significant matters related to the Committee s responsibilities and the Committee s deliberations and actions. The minutes of the Committee and actions by the unanimous written consent of the Committee members will be made available to the other members of the Board. ARTICLE VII DELEGATION OF AUTHORITY The Committee may from time to time, as it deems appropriate and to the extent permitted under applicable law, the Exchange Rules and the Commission Rules, and the Company s Certificate of Incorporation and Bylaws, form and delegate authority to subcommittees. ARTICLE VIII COMPENSATION Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board, which may include additional compensation for the Chair. Such fees may include retainers or per meeting fees and will be paid in such form of consideration as is determined by the Board in accordance with applicable law, the Exchange Rules and the Commission Rules. 7

8 ARTICLE IX PUBLICATION The Company shall make this charter freely available to stockholders on request and, provided that the Company is subject to the periodic reporting requirements of the Exchange Act or listed on the NYSE, shall publish it on the Company s web site. * * * This charter sets forth the authority and responsibility of the Committee in fulfilling the purposes described herein. In fulfilling their responsibilities, it is recognized that members of the Committee are not full-time employees of the Company and are not, and do not represent themselves to be, professional accountants or auditors. The functions of the Committee are not intended to duplicate or substitute for the activities of management and the independent auditor, and the Committee members cannot provide any expert or special assurance as to the Company s financial statements, internal controls or management of risk or any professional certifications as to the work of the independent auditor. While the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company s financial statements are complete and accurate and are in accordance with generally accepted accounting principles in the United States. This is the responsibility of management and the independent auditor. In addition, the Company s management is responsible for managing its risk function and for reporting on its processes and assessments with respect to the Company s management of risk. Each member of the Committee shall be entitled to rely on (a) the integrity of those persons and organizations within and outside of the Company from which it receives information, (b) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (c) representations made by management as to any audit and non-audit services provided by the independent auditor. The Board has formed the Committee to assist the Board in directing the Company s affairs and this charter has been adopted in furtherance of this purpose. While this charter should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company s Certificate of Incorporation and Bylaws, it is not intended to establish by its own force any legally binding obligations. 8

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